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Founder Stock Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Founder Stock Purchase Agreement

"I need a Founder Stock Purchase Agreement for my UK-based fintech startup where three co-founders will each purchase 100,000 ordinary shares with a 4-year vesting schedule starting from January 2025, including provisions for accelerated vesting in case of acquisition."

Document background
The Founder Stock Purchase Agreement is a crucial document used when establishing initial ownership in a new company under English and Welsh law. It's typically implemented during company formation or immediately after incorporation when founders are acquiring their initial equity stakes. The agreement details the terms of share purchases, including consideration, vesting schedules if applicable, and any restrictions on transfer. This document is essential for startups and new businesses to clearly document founder ownership, protect both company and founder interests, and ensure compliance with UK corporate law requirements. It forms part of the company's fundamental documentation and often works in conjunction with the shareholders' agreement and articles of association.
Suggested Sections

1. Parties: Identification of the company and founding shareholders

2. Background: Context of the agreement and company formation

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale of Shares: Core terms of the share purchase

5. Purchase Price: Consideration for shares and payment terms

6. Representations and Warranties: Standard assurances from both parties

7. Closing Conditions: Requirements for completing the transaction

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Vesting Provisions: Details of share vesting schedule and conditions for founders

2. Right of First Refusal: Company's right to purchase shares before third-party sale

3. Drag-Along Rights: Majority shareholders' right to force sale participation

4. Non-Competition Provisions: Restrictions on competitive activities for founders

Suggested Schedules

1. Schedule 1 - Share Details: Schedule detailing share class, numbers, and nominal value

2. Schedule 2 - Vesting Schedule: Details of vesting timeline and conditions if applicable

3. Schedule 3 - Form of Share Certificate: Template for physical share certificates if issued

4. Schedule 4 - Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5 - Companies House Forms: Relevant statutory forms for share issuance and transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share capital, allotment provisions, directors' duties, pre-emption rights, share transfer regulations, and company constitution requirements

Financial Services and Markets Act 2000: Regulates securities, financial promotions, and investor protection provisions in relation to share sales and transfers

Finance Act 2003: Covers Stamp Duty implications and tax considerations for share transfers in company transactions

Employment Rights Act 1996: Relevant for founder employment relationships and service agreements considerations when structuring founder stock arrangements

UK Corporate Governance Code: Best practice guidelines for corporate governance, particularly relevant if future listing is contemplated

Data Protection Act 2018 and UK GDPR: Governs the handling and protection of personal information of parties involved in the agreement

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and maintenance of register of persons with significant control

Contract Law and Misrepresentation Act 1967: Common law principles governing contract formation and provisions against misrepresentation in contracts

Money Laundering Regulations 2017: Stipulates due diligence requirements and source of funds verification for share transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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